Attached files
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| EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED MARCH 25, 2015 - COMM 2015-CCRE22 Mortgage Trust | ex-0501.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 25, 2015
COMM 2015-CCRE22 Mortgage Trust
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
Natixis Real Estate Capital LLC
The Bank of New York Mellon
(Exact names of sponsors as specified in their charters)
| Delaware | 333-193376-17 | 04-3310019 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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| 60 Wall Street | New York, New York | 10005 |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant's telephone number, including area code: (212) 250-2500
Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. OTHER EVENTS
On March 25, 2015, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as a special servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor, of the COMM 2015-CCRE22 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”). The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc. (“DBSI”), Cantor Fitzgerald & Co. (“CF&Co.”), Natixis Securities Americas LLC (“NSA”), CastleOak Securities, L.P. (“CastleOak”), Guggenheim Securities, LLC (“Guggenheim”) and KeyBanc Capital Markets Inc. (“KCM”), as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to the Underwriting Agreement, dated as of March 18, 2015, between the Registrant, German American Capital Corporation and the Underwriters.
On March 25, 2015, the Class X-B, Class X-C, Class X-D, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (collectively, the “Privately Offered Certificates”) were sold to DBSI, CF&Co. and NSA, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to the Certificate Purchase Agreement, dated as of March 18, 2015, between the Registrant, German American Capital Corporation and the Initial Purchasers. The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
The Publicly Offered Certificates and the Privately Offered Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2015-CCRE22 Mortgage Trust, a common law trust fund formed on March 25, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 65 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 74 commercial and multifamily properties.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from German American Capital Corporation, Cantor Commercial Real Estate Lending, L.P., Natixis Real Estate Capital LLC and The Bank of New York Mellon. The net proceeds to the Registrant of the offering of the Certificates, after deducting expenses payable by the Registrant in connection with the issuance and distribution of the Certificates of $5,621,849.93 were approximately $1,323,999,923.73. Of the expenses paid by the Registrant, approximately $10,500 were paid directly to affiliates of the Registrant, $110,000 in the form of fees were paid to the Underwriters and the Initial Purchasers, $0 were paid to or for the Underwriters and the Initial Purchasers, and $5,501,299.93 were other expenses. All of the foregoing expense amounts are the Registrant's reasonable estimates of such expenses. No underwriting discounts and commissions or finder's fees were paid by the Registrant.
In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.
(d) Exhibits:
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5.1
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Legality Opinion of Sidley Austin LLP, dated March 25, 2015.
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8.1
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Tax Opinion of Sidley Austin LLP, dated March 25, 2015 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Deutsche Mortgage & Asset Receiving Corporation
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| By: | /s/ Helaine Kaplan | |||
| Name: | Helaine Kaplan | |||
| Title: | President | |||
| By: | /s/ Natalie Grainger | |||
| Name: | Natalie Grainger | |||
| Title: | Vice President | |||
Date: March 25, 2015
EXHIBIT INDEX
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Exhibit Number
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Description
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5.1
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Legality Opinion of Sidley Austin LLP, dated March 25, 2015.
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8.1
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Tax Opinion of Sidley Austin LLP, dated March 25, 2015 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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